The Managing Board had the following members in financial year 2012:

Chairman:

Members:

Compensation plan for members of the Managing Board

The Managing Board of the Company manages Vienna Insurance Group. In some cases, responsibility is also assumed for additional duties in subsidiaries or related companies.

Managing Board compensation takes into account the importance of the Group and the responsibility that goes with it, the economic situation of the Company, and the market environment. The variable portion of the compensation emphasises the need for sustainability in a number of ways. Achieving sustainability depends to a large extent on satisfying performance criteria that extend beyond a single financial year.

The performance-related portion of the remuneration that can be earned has an upper limit and accounts for approximately 50% of the possible total annual income. The awarding of such compensation presupposes that consideration has been given to the sustainable development of the Company and the Group. The Managing Board is not entitled to the performance-related component of compensation if performance fails to meet certain thresholds. Even if the performance target is met in a financial year, because of the focus on sustainability, the full variable compensation is only awarded if satisfactory performance is also reported in the following year.

In 2012, the key performance criteria for variable compensation are the combined ratio, premium growth and profit before taxes for 2012 and 2013. Managing Board compensation does not include stock options or similar instruments.

The Managing Board for 2012 had six members until 31 May 2012, and five members thereafter. General Manager Günter Geyer left his position on the Managing Board of the Company on 31 May 2012. He was succeeded by General Manager Peter Hagen, who assumed the position of Chairman of the Managing Board on 1 June 2012. Mr Kosyna was appointed Deputy General Manager on the same date.

The standard employment contract for a member of the Vienna Insurance Group Managing Board includes a pension equal to a maximum of 40% of the measurement basis if the member remains on the Managing Board until the age of 65 (the measurement basis is equal to the standard fixed salary).

A pension is normally received only if a Managing Board member’s position is not extended and the member is not at fault for the lack of extension, or the Managing Board member retires due to illness or age.

In cases where the provisions of the Austrian Employee and Self-Employment Provisions Act (Mitarbeiter- und Selbstständigen-Vorsorgegesetz) are not applicable by law, the Vienna Insurance Group Managing Board contracts provide for a severance payment entitlement structured in accordance with the provisions of the Austrian Employee Act (Angestelltengesetz), as amended in 2003, in combination with applicable sector-specific provisions. This allows Managing Board members to receive a severance payment equal to two to twelve months’ compensation, depending on the period of service, with a supplement of 50% if the member retires or leaves after a long-term illness. A Managing Board member who leaves of his or her own volition before retirement is possible, or leaves due to a fault of his or her own, is not entitled to a severance payment.

The members of the Managing Board received EUR 4,213,000 (EUR 4,450,000) in remuneration for their services to the Company during the reporting period. The members of the Managing Board received EUR 1,527,000 (EUR 1,471,000) from subsidiaries during the reporting period. EUR 538,000 (EUR 184,000) of this amount was charged to the Company in the form of an intercompany charge.